Spike had no idea how long he had been sitting there, he'd been lost in thought. At first he'd been in absolute shock after the kiss, his permanent backside view of her didn't help his situation much, nor did the looming promise of being locked in a room with her as she modeled her bathing suit for him. The more he tried not to think of it, the more he couldn't help himself. The more he thought of it, the tighter he crossed his legs.

"Be gone thought!" he demanded internally.

"Hell Nah." The thought replied as it directed Spike to stare at Songbird as she landed on the stage after flying over the crowd. She used her hand to hold the front of her skirt down as she landed, but Spike got a solid view as the back end of her skirt lifted up and relieved its secrets to him.

"They're white." He muttered as he now used his tail to cover his lap. Songbird waved to the cheering crowd

"Alright everypony, I hope you enjoyed the show, I love each and every one of you!" She smiled before adding, "Though I think we all remember who holds a special place in my heart." Spike blinked as a pony seemed to just appear next to him and held up a camera next to his head, Spike blinked in confusion as his face was shown on the jumbo screen overhead, "Can we get one more cheer for Spike?" Songbird held out her mic and she got some cheers indeed as the crowd all screamed out their thanks to Spike, no words really came through, but Songbird smiled just the same as she put the mic back on the stand and held out her arms. "Goodbye and goodnight Ponyville!" she screamed one final time before going backstage and snuggling her head next to Spike's, sticking her tongue out at the camera, the crowd gave one final scream before the pony with said camera shut it down and the screen went black. Once the camera pony left Songbird put her hands on Spike's tail.

"My, aren't you sitting in an odd position?" She said looking him over, his legs were crossed over each other with his tail shoved between them to cover his crotch area. "You're not hiding something from me are you?" She asked sweetly, crossing her arms and pulling down on her shirt slightly, this combined with being bent over, gave Spike a nice view of her cleavage.

"Not at all," Spike replied as he used all his will power to focus on where he thought her eyes probably were. Songbird smiled as she lightly tapped at his folding chair, it gave way and he shot up. Songbird got a brief moment of staring at the bulge in his pants before he turned his back to her and took off his jacket, leaving him in a light blue T-shirt, as he tightened the jacket around his waist to hide his shame, Songbird's excitement only grew.

"He's packing something I can get behind!" She smiled again as she amended her thought, "He can get behind me and unpackage it anytime." She waited for Spike to turn back to her before firmly planting herself onto his side.

"Say...didn't I promise to model something for you?" She asked innocently.

Steam came out Spike's nose for a moment before he spoke up. "I think you did, yes." He said, amazed that his voice hadn't cracked. As they walked, Songbird waved at a few of the crew ponies and waved off her Manager, who threw up her hands defensively and backed off. Besides that, nothing of much interest happened as Songbird led Spike into her dressing room. She let go of him and smiled as she placed a Do Not Disturb sign on the door before closing and locking it. She walked past him merrily and took the swimming suit off the hook.

Spike waited for her to go change, and then watched as she set up the divider, it was just tall enough to hide her body, but it gave Spike a clear view of her head. What was worse, or possibly best if he was being honest, was that the light on her desk made her silhouette shine through the divider so Spike could still see the curvy outline of her body. He watched, completely transfixed, as she undressed.

First came the skirt, she dropped it off with ease before unbuttoning her over shirt and throwing it behind her. Slowly lifting her undershirt off and dropped it to the floor too. Next came the bra, she took it off, while making a huge show of pulling it above the divider, letting it fall on the floor in front of Spike. He blinked at it for a moment before she began removing her panties. His gaze was transfixed on her as she pulled them down her legs, stepped out of them, then proceeded to drop them in front of the divider as well. She then took the bikini bottom and slid them on, quickly followed by snapping her top on. "Ready?" She asked sweetly as she peered above the partition.

Spike nodded in apprehension and she stepped into view. Spike immediately realized why he had never seen any pictures of her wearing the swimsuit; It didn't fit at all. The bottoms only just hid her marehood from view, but it was a thin line. The top however, passed the line. Spike could just see her areolas around the upper part of the cups. Spike's reaction was as tame as he could muster, he once again tightened the jacket around his waist and said simply, "I think it might be a little too small for you." Once again he was amazed how his voice hadn't wavered.

"Are you sure?" She asked sauntering up to him with a pose. As she did, a small amount of pink could be seen from her bikini bottom.

Spike turned and faced the door, his face so red it almost produced light. "Too small, too small!" he cried out, his voice finally giving as he tried not to stare at her. Songbird smiled and nodded before going back behind the divider. Spike turned back to face the barrier while she took the swimming suit off. She grinned once more at him, an expression that told Spike that he had somehow fallen into a trap as she tossed them over the front of the divider. Spike watched it fall to the floor, and his ears shot up when he saw what garments still lay in front of the divider.

"Oh no," She said with a rather convincing tone of despair in her voice, Spike looked around the floor, her skirt and shirt had been kicked out from behind the divider when she had walked out from behind it, meaning that the only clothes in her reach were her overshirt. "Spike, could you do me a huge favor?" she asked innocently, "and grab my clothes for me?" Spike nodded, trying not to look at her as he walked over, grabbed her shirt and pants, and handed them over with no incident, She pointed to the floor and Spike leaned down to pick the undergarments.

He expected something to happen, but to his delight nothing did, he got up and handed the undergarment to her when it happened, as she leaned against the divider, its less than solid material gave Spike a 100% clear view of her girls pressed up against it, Spike jumped back and Songbird caught the undergarments in her hand, Spike faced the door and took a mental snapshot of the event. He promised to store it in his mind for later as Songbird re-dressed herself. Spike was still facing the door as when she stepped out from behind the divider.

"What's the matter?" She asked innocently "Did you see something?"

"You could say that," Spike replied as he shook his head. "Listen, as much as I'm enjoying spending time with you, I have to get back to the castle, there's a lot of work to be done and..."

"I have a question." Songbird said as she stepped up to him "When's the last time you took some time off?"

Spike stared at her in silence. "Sometime last year." He replied after some thought.

"You know, I'm spending a week at my private beach house, and I was wondering if you'd be up for joining me, you seem a little tense." Spike stared at her, and the look on her face told him that if he said yes, it would probably result in a week full of shenanigans like the one he had just experienced.

"Let me go see if Twilight will let me take the week off." He replied simply.

Author's Note

I'm am enjoying myself.

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